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Know all men by these presents that This Joint Venture Agreement is made and entered into on this XXX dayof YYY in the year of Two Thousand and Twelve

By and Between

Green Tech Consultants Pvt. Ltd., a body corporate duly incorporated under Companies Act No XXX of YYY(Business Registration No: PV 6701) having its registered office at No. 94/50, Krulapone Road, Colombo 05 ofthe first part

AND

.Project Management Associate International (Pvt.) Ltd., a body corporate duly incorporated underCompanies Act No XXX of YYY (Business Registration No: PV 8214), , having its registered office at No.51/1, Rajagiriya Road, Rajagiriya of the second part

WHEREAS the Ministry of Ports and Highways hereinafter called and referred to as the Client) has issued arequest for expression of interest for Consulting Services for Construction Supervision and ContractManagement/ Administration * for Improvements & Rehabilitation of Roads under Priority Roads Project - 2(hereinafter called and refred to as the Project);

AND Whereas the foregoing parties have resolved to form a Joint Venture under the name and style ofGreenTech-PMA for the exclusive purposes ofsecuring and executingthe Contract to be awarded by thesaid client

NOW THIS JOINT VENTURE AGREEMENT WITNESSETH

DEFINITIONS AND INTERPRETATIONThe following words and expressions shall have the meanings indicated, except where thecontext otherwise requires.

.Agreement means the agreement between the Members of the Joint Venture and includes this model

form of agreement together with the Preamble, Specific Provisions, if any,Schedules A,B and Cand any relevant Documents prepared prior to the signing of the Agreementand appended thereto.

Contract means the contract with the Employer for the supply of the Deliverables, for the

purposes of securing and executing which, the Joint Venture has been formed.

Deliverables means the works and/or services, equipment, materials, goods, documents ,

reports etc. to be furnished by the Joint Venture to the Employer in terms of theContract.

Document means any written, drawn, typed, printed, or photographic material, relates to

the Agreement.

Employer means the Chairman, Road Development Authority/ Client above referred

to*and will employ the Joint Venture if it is awarded theContract.

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Joint Venture means the joint venture formed by the Members inaccordance with the.

Management Committee means the body established in terms of the Agreement tomanage allaspects of the work of the Joint Venture in securing and executing theContract and in meeting the provisions for the Agreement.

Member Means a person, or body which, being a party to the Agreement, is a

member of the Joint Venture.

Members Interest means the proportion expressed as a percentage, which the total monetaryvalue of all resources provided and contributions made by a Membertowards the execution by the Joint Venture of the Contract bears to the totalof such values by all Members and, unless otherwise indicated in theagreement, represents the extent to which the Member participates in thefortunes of the Joint Venture.

Representative means the person representing a Member on the Management Committee.

Schedules Means Schedules A, B and C which set out general, financial and otherinformation relating to the Members and the obligations, duties, rights, risksand benefits arising from their participation in the Joint Venture.

Specific Provisions means the variations, if any, required to this standard form of agreement forthe specific purposes of the Agreement.

2.2 InterpretationUnless inconsistent with the context, an expression in the Agreement which denotes: any gender shall include the other genders a natural person shall include a juristic person and vice versa the singular shall include the plural and vice versa

2.3 HeadingsThe headings to clauses of the Agreement shall not be considered part thereof, nor shall thewords they contain be taken into account in the interpretation of any clause.

2.4 LawThe Agreement shall be construed in accordance with and governed by the laws of theDemocratic Socialist Republic of Sri Lanka.

2.5 LanguageEnglish shall be exclusively used by the Members in the preparation of Documents unlessotherwise indicated.

2.6 Conflict between Agreement and ContractShould any provision of the Agreement be in conflict with the terms of the Contract, theAgreement shall be amended to the approval of the Management Committee so as toeliminate the conflict.

3. JOINT VENTURE GENERAL3.1 Establishment and PurposeThe Joint Venture established by the Members in terms of the Agreement is anunincorporated association with the exclusive purposes ofsecuring and executingtheContract for the benefit of the Members.

3.2 TerminationThe operation of the Joint Venture and the validity of the Agreement shall terminate if andwhen it becomes evident that the Joint Venture will not be awarded the Contract, or, if theJoint Venture secures the Contract, when all obligations and rights of the Joint Venture and

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the Members in connection with the Contract and the Agreement have ceased and/or beensatisfactorily discharged.

Unless otherwise decided by the Management Committee, the Agreement shall not terminateif a Member changes its name, or is taken over by, or merged with, another body.

3.3 Exclusivity

Unless otherwise agreed by the Management Committee, or provided for in the Contract noMember shall engage in any activity related to the Contract other than as a Member of theJoint Venture and Members shall ensure that their subsidiaries and other bodies over whichthey have control comply with this requirement.

3.4 Participation of MembersExcept as may otherwise be stipulated in the Agreement, each Member shall be responsiblefor all costs incurred by it prior to the date of inception of the Agreement.

Subsequent to the date of inception of the Agreement, each Member shall, participate in theoperations, risks, responsibilities and fortunes of the Joint Venture including, inter alia, theprovision of funding, sureties, guarantees, insurances, human and other resources andparticipation in profits and losses to the extents indicated in the Schedules. Participation inany aspect not covered in the Schedules shall, if agreement cannot be reached between the

Members, be to the same extents as indicated by the Members Interests.

3.5 ManagementThe affairs of the Joint Venture shall be directed and controlled by the ManagementCommittee, as set out in Section 4 hereof.

3.6 ConfidentialityAll matters relating to the Agreement and the Contract shall be treated by the Members asconfidential and no such matter shall be disclosed to any third party without the prior writtenapproval of the Management Committee.

No Member shall be party to the dissemination of publicity relating to the Contract, or theAgreement, without the prior written approval of the Management Committee and theEmployer.

3.7 AssignmentNo Member shall cede, assign, or in any other way make over any of its rights, or obligations,under the Agreement without the prior written consent of the Management Committee.

3.8 SubcontractingNo Member shall subcontract any obligation, work or duty for which it is, itself, responsible interms of the Agreement without the prior written consent of the Management Committee.

3.9 Variations to AgreementNo variation, modification, or waiver of any part of the Agreement shall be of any force, oreffect, unless unanimously agreed by the Members and reduced to writing.

3.10 Liability

Each Member warrants that it will indemnify the other Members against all legal liabilitiesarising out of, or in connection with the performance of its obligations under the Agreement.It is acknowledged by the Members that they may be held jointly and severally liable in respectof claims against the Joint Venture by the Employer or third parties.

4. MANAGEMENT OF JOINT VENTURE4.1 GeneralThe affairs of the Joint Venture shall be directed, controlled and managed by the ManagementCommittee, which, within the terms of the Agreement and the Contract, shall have fullauthority to bind the Members in all matters relating to the affairs of the Joint Venture.

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Communication between the Joint Venture and the Employer, or third parties, relating to theContract shall be conducted exclusively by the Management Committee, or by such person asit may delegate to perform this function.

The Management Committee shall have the power to appoint a Project Manager/Team Leaderand/or suchother persons as it may see fit to appoint for the purpose of executing the Contract and maydelegate such of its powers, responsibilities and duties as it may consider necessary, or

desirable, to persons or bodies appointed or seconded for this purpose.Such administrative functions as are necessary to ensure the effective operation of theManagement Committee shall be performed by its chairman.

4.2 Management Committee

4.2.1 CompositionThe Management Committee shall, unless otherwise agreed by all the Members, consist ofone Representative of each Member and each Member shall be obliged, at all times, tomaintain a Representative on the Management Committee.

Each member shall, not later than three working days after the signing of the Agreement,appoint its Representative and notify the other Members of the name and contact details ofthe Representative. Such Representative shall have the power to bind the Member that he

represents in all matters relating to the execution of the Contract and the performance of theAgreement.

A Member shall be entitled, after giving the other Members not less than three working dayswritten notice of his intention to do so, appoint, remove and/or replace, an alternate who shall,at any meeting of the Management Committee from which the Representative whom herepresents is absent, be vested with all rights and powers and subjected to all the obligationsof the absent Representative.

The chairman of the Management Committee shall be the Representative of the Memberwhich has the largest Members Interest. If two, or more, Members have the same, largestMembers Interest, the chairmanship shall rotate between the Representatives of suchMembers at three monthly intervals, the order of rotation to be determined by ballot.Notwithstanding the foregoing, the chairmanship of the Management Committee may be

determined, or changed, at any time by unanimous decision of the Management Committee.No remuneration shall be paid by the Joint Venture to Representatives or their alternates forserving on the Management Committee, unless otherwise decided by the ManagementCommittee.*

4.2.2 MeetingsMeetings of the Management Committee shall take place at such times and places as theManagement Committee may determine, provided that the chairman shall convene a meetingof the Management Committee to be held not later than ten working days after he has beenrequested, in writing, by a Member to do so. Not less than five working days written notice ofany meeting of the Management Committee shall be given to all Representatives and theiralternates.

The Management Committee may permit, or invite, persons other than Representatives or

alternates to attend any of its meetings, but such persons shall not have voting rights.

4.2.3 DecisionsEach Representative shall have one vote on the Management Committee and where, in termsof this clause, a casting vote is required, this shall be exercised by the chairman.All decisions of the Management Committee shall, desirably, be unanimous. Accordingly, ifunanimity cannot, initially, be achieved in regard to a decision, the meeting at which thatdecision is sought shall be adjourned for a period of 48 hours to enable Representatives toconsult with their principals. If, on resumption of the adjourned meeting, unanimity can stillnot be achieved, the decision, provided it is not one requiring unanimity of the Members, shall

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be taken by majority vote and, in the event of a tie, the chairman shall exercise a casting vote.A Member not satisfied with a majority decision of the Management Committee may declare adispute, to be dealt with in terms of Clause 8 hereof, but the majority decision shall,nevertheless, be implemented with immediate effect.

Decisions of the Management Committee, whether taken at a meeting, or otherwise, shall berecorded in written minutes, which shall be distributed by the chairman to reach the

Representatives not later than five working days after those decisions were taken. Suchminutes shall be deemed to have been affirmed by the Representatives unless written noticeof dissent is received by the chairman not later than three working days after receipt of theminutes by the Representative.

4.2.4 Powers and dutiesThe functions, responsibilities and powers of the Management Committee shall include, interalia, those listed below :

4.2.4.1 Formulating overall policy in regard to the achievement of the objectives of the Joint Venture.

4.2.4.2 Managing the day to day affairs of the Joint Venture.

4.2.4.3 Monitoring, directing and co-ordinating the activities of the Members to ensure that the

objectives of the Joint Venture are achieved and that the obligations and responsibilities of theindividual Members are met.

4.2.4.4 Monitoring and controlling the financial affairs of the Joint Venture and ensuring that properbooks of account and financial records relating to affairs of the Joint Venture are maintained inan approved form and submitted to the Management Committee for approval at regularintervals, which shall not be longer than one month.

4.2.4.5 Determining the necessity for and the details of any changes in the duties and responsibilitiesof Members provided that any resulting changes in Members Interests shall be unanimouslyapproved by the Members.

4.2.4.6 Determining the terms and conditions of employment of personnel and the emolumentsapplicable to staff seconded to the Joint Venture by the Members.

4.2.4.7 Controlling and approving the appointment of all subcontractors.

4.2.4.8 Procuring, after the completion of the Contract and the release of all bonds, guarantees andsureties given in respect of the performances of the Joint Venture and the Members, thepreparation and auditing of a final set of accounts, on the basis of which the final profits, orlosses, attributable to the individual Members shall be determined and any necessaryadjustments effected.

5. RESOURCES OF JOINT VENTUREThe resources to be utilised by the Joint Venture in securing and executing the Contract shall,insofar as these are to be provided directly by the Members, be as set out in the Schedulesand may, from time to time, be amended by decision of the Management Committee, providedthat the Members Interests are not, except with the unanimous approval of the Members,

affected thereby.

Similarly, specific areas of responsibility of the Members for the performance of work and theprovision of facilities shall be as set out in the Schedules and may, from time to time, beamended by decision of the Management Committee, provided that the Members Interest arenot, except with the unanimous approval of the Members, affected thereby.

5.1 Schedule A (General)Schedule A shall contain general information relating to the Joint Venture including, inter alia,the following :

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1. The Employers name and address.

2. A brief description of the Contract and the Deliverables.

3. The name, physical address, communications addresses and domicilium citandi etexecutandi of each Member and of the Joint Venture.

4. The Members Interests.

5. A statement indicating whether, or not, Specific Provisions apply to the Agreement.

6. A schedule of insurance policies which must be taken out by the Joint Venture and bythe individual Members.

7. A Schedule of sureties, indemnities and guarantees that must be furnished by theJoint Venture and by the individual Members.

8. Details of the persons, who, in the event of failure by the Members to reachagreement on the appointments of mediator and arbitrator, will nominate appointeesto these positions in terms ofClauses 8.2 and 8.3.

5.2 Schedule B (Financial)

Schedule B shall contain information regarding the financial affairs of the Joint Ventureincluding, inter alia, the following :

1. The working capital required by the Joint Venture and the extent to which and mannerwhereby this will be provided and/or guaranteed by the individual Members from timeto time.

2. The banking accounts that are to be opened in the name of the Joint Venture and themanner in which these are to be operated.

3. The rates of interest that will be applicable to amounts by which Members are in debit,or credit, to the Joint Venture.

4. The names of the auditors and others, if any, who will provide auditing and accountingservices to the Joint Venture.

5. The intervals at which interim financial accounts and forecasts will be prepared forapproval by the Management Committee.

6. Insofar as not covered in Schedule C, the basis on which contributions of varioustypes by the Members towards the work of the Joint Venture in securing, executing,managing and satisfactorily completing the Contract, will be valued.

7. The basis on which profits and/or surplus cash will, if available from time to time, bedistributed to Members.

8. The basis upon which losses, if any, are to be apportioned to Members.

5.3 Schedule C (Contributions by Members)

Schedule C shall set out the contributions of various types, other than cash, that will be madeby the individual Members towards the work and obligations of the Joint Venture and shall, asfar as possible, indicate the monetary values to be placed on such contributions, which mayinclude, inter alia, the following :

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1. Staff seconded to the Joint Venture.

2. Work carried out and services provided to, or on behalf of, the Joint Venture.

3. Plant, equipment, facilities etc. made available for use by the Joint Venture.

4. Materials and goods supplied to, or on behalf of, the Joint Venture.

5. Licences, sureties, guarantees and indemnities furnished to, or on behalf of, the JointVenture.

6. Joint Venture Disclosure form required for the Contract.

6. BREACH OF AGREEMENT

If a Member breaches any material provision of the Agreement, or delays or fails to fulfill itsobligations in whole, or in part, and does not remedy the situation within fourteen calendardays of receipt of notice from the Management Committee, or another Member, to do so, theother Members shall have the right, without prejudice to any other rights arising from thedefault, to summarily terminate the Agreement and re-assign the defaulting Members rights

and obligations in the Joint Venture as they see fit and withhold any moneys due to thedefaulting member by the Joint Venture.

Each Member shall indemnify the other Members against all losses, costs and claims whichmay arise against them in the event of the Agreement being terminated as a result of breachof the Agreement by the said Member.

7. INSOLVENCY OF MEMBERShould a Member be placed in liquidation, or under judicial management, whetherprovisionally or finally, or propose any compromise with its creditors, the other Members shallbe entitled to proceed in terms ofClause 6, as if the Member had breached the Agreement.

8. DISPUTES

8.1 SettlementThe Members shall negotiate in good faith and make every effort to settle any dispute, orclaim, that may arise out of, or relate to, the Agreement.

If agreement cannot be reached, an aggrieved Member shall, if he intends to proceed furtherin terms ofClause 8.2hereof, advise all other Members in writing that negotiations have failedand that he intends to refer the matter to mediation in terms of Clause 8.2.

8.2 MediationNot earlier than ten working days after having advised the other Members, in terms of Clause8.1, that negotiations in regard to a dispute have failed, an aggrieved Member may requirethat the dispute be referred, without legal representation, to mediation by a single mediator.The mediator shall be selected by agreement between the Members, or, failing suchagreement, by the person named for this purpose in Schedule A. The costs of the mediation

shall be borne equally by all Members.

The mediator shall convene a hearing of the Members and may hold separate discussionswith any Member and shall assist the Members in reaching a mutually acceptable settlementof their differences through means of reconciliation, interpretation, clarification, suggestion andadvice. The Members shall record such agreement in writing and thereafter they shall bebound by such agreement.

The mediator is authorised to end the mediation process whenever in his opinion furtherefforts at mediation would not contribute to a resolution of the dispute between the Members.

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8.3 ArbitrationWhere a dispute or claim is not resolved by mediation, it shall be referred to arbitration by asingle arbitrator to be selected by agreement between the Members or, failing agreement, tobe nominated by the person named for this purpose in Schedule A.

The Member requiring referral to arbitration shall notify the other Members, in writing, thereof,not later than thirty calendar days after the mediator has expressed his opinion, failing which

the mediators opinion shall be deemed to have been accepted by all Members and shall beput into effect.Arbitration shall be conducted in accordance with the provisions of the Arbitration Act No. X XofXXX.,.The decisions of the arbitrator shall be final and binding on the Members, shall be carried intoimmediate effect and, if necessary, be made an order of any court of competent jurisdiction.

9. DOMICILIUMThe Members choose domicilium citandi et executandi for all purposes of and in connectionwith the Agreement as stated in Schedule A. A Member shall be entitled to change hisdomicilium from time to time, but such change shall be effective only on receipt of writtennotice of the change by all other Members

Thus done and signed at ______________________________ this ___________ day of __________________________ 20____.For and on behalf of__________________________________________________________by (name) _____________________________________ who warrants his authority to do so.________________________As witnesses 1. _____________________2. _____________________Thus done and signed at ______________________________ this ___________ day of __________________________ 20____.For and on behalf of __________________________________________________________by (name) _____________________________________ who warrants his authority to do so.

________________________As witnesses 1. _____________________2. _____________________

(Allow for additional parties as necessary).